Your Directors have pleasure in presenting the Annual Report together with the Auditedstatement of
Accounts of the Company for the year ended 31st March 2017.
OPERATION DURING THE YEAR
The company's operational activity was satisfactory.
Your Company financial performance during the year 2016-17 is summarized below:
| || ||(Rs. In Lacs) |
|Particulars ||2016-17 ||2015-16 |
|Turnover ||170.86 ||51.61 |
|Expenses ||(156.08) ||(50.20) |
|Finance Cost ||(0.03) ||(0.01) |
|Profit Before Tax ||14.78 ||1.40 |
|Provision for Taxation ||- ||- |
|Profit After Tax ||14.78 ||1.40 |
The Company's net profit for the Financial Year ended March 31 2017 stood at Rs. 14.78lakhs as against net profit of Rs. 1.40 lakhs in the previous year. The profit earnedduring the year has been transferred to reserves. The Company has filed an applicationbefore NCLT for Reduction of Share Capital and the same is pending for orders.
The Board of Directors express their inability to recommend any dividend on equityshares for the year ended March 31 2017 due to inadequate profit.
During the year the Company has not accepted any deposit. The Company has no depositsaccepted from Public in previous year as well.
The Board appointed M/s. M.M Pandit & Associates Chartered Accountants asStatutory Auditors to audit the books of accounts for the FY 2016-2017. The Company hasreceived confirmation that their
appointment would be within the prescribed limit specified under relevant sections ofthe Companies Act 2013 and that they are not disqualified for such appointment. Duringthe year under review M. M. Pandit & Associates got merged with M/s. Prakash Modi& Associates. Your Directors now recommend appointment of M/s. Prakash Modi &Associates as the Statutory Auditors of the Company from the conclusion of this AnnualGeneral Meeting till the conclusion of subsequent Annual General Meeting and fixation oftheir remuneration.
The Auditors' Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation. The Company hasalready submitted Form A to the Stock Exchange(s).
M/s. A. J. Soni & Associates. Company Secretaries were appointed as SecretarialAuditor to conduct the Secretarial Audit of the Company for the Financial Year 2016-2017pursuant to Section 204 of the Companies Act 2013 and rules made there under. TheSecretarial Audit Report for the Financial Year 2016-2017 forms part of the AnnualReport.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act none of the director is liable to retire byrotation at the ensuing Annual General Meeting.
The Board in their meeting held on January 05 2017 appointed Mr. Rajesh Kapoor asDirector (Finance) and Chief Financial Officer of the Company subject to approval ofmembers for a term of three year starting from January 05 2017 till January 04 2020subject to approval of the Members. Mr. Kapoor is a Chartered Accountant by professionaland is financially literate. He does not hold any shares in the Company. Ms. NainaKanagat was appointed as Company Secretary of the Company in the Board meeting held onMarch 07 2017. Mr. Manmohan Salvi Whole time Director whose term was expired on March09 2017 was re-appointed for a term of three year starting from May 03 2017 till May02 2020 subject to approval of the Members. Mr. Manmohan Salvi is the Whole timedirector of the Company and has a vast knowledge about construction business. He does nothold any shares in the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed.
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. In the case of any concerns the employees can write to the Chairmanof Audit Committee. The policy on vigil Mechanism form part of the website of the Company.The Web link for the policy of vigil mechanism ishttp://www.regencytrust.in/download/Policy/6.%20Whistle%20Blower%20Policy.pdf
PARTICULARS OF EMPLOYEES
The Company does not have any employee / Director who is in receipt of remunerationaggregating to the sum prescribed in Section 197 of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY
The Company has inadequate profit in the year under review. Hence the Corporate SocialResponsibility provisions do not apply to the company.
RELATED PARTY TRANSACTIONS
The transactions with Related Party are disclosed in Notes to Accounts. The policy onRelated Party Transactions is part of the website of the Company. The Web link for thepolicy on Related Party Transaction
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for creating a Risk Registeridentifying internal and external risks and implementing risk mitigation steps.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced
3 by the industry. Details of the Familiarization program for Independent Directorsform part of the website of the Company. The web link of Familiarization program ishttp://www.regencytrust.in/download/Policy/1.%20Familarisation%20of%20Independent%20Director.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 the Directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; (b)Appropriate accounting policies have been selected and applied consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profit andloss of the Company for the year ended March 31 2017; (c) Proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; (d) The annual accounts have beenprepared on a going concern basis; (e) Proper internal financial controls were followed bythe Company and such internal financial controls are adequate and were operatingeffectively; (f) Proper systems are devised to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Pursuant to Regulation 17 to 27 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has adopted theprovisions of the Regulations. A report on Corporate Governance along with a certificatefrom the Auditors of the Company regarding the compliance of conditions of CorporateGovernance and also the Management Discussion and Analysis Report are annexed to thisreport.
SEPARATE INDEPENDENT DIRECTOR COMMITTEE MEETING
The Board of Directors of the Company meets once in every Financial Year without thepresence of Executive Directors and Management of the Company. The role of the Committeeis as per the provisions of Companies Act 2013 as well as the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act 2013 and the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors of the Company have given the declaration to the Company that theyqualify the criteria of independence as required under the Act and Regulations.
Pursuant to the provisions of the Companies Act 2013 and the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholders Relationship Committee including the Chairman of the Boardwho were evaluated on parameters such as level of engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors. The Directors expressed their satisfaction with theevaluation process.
PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OFCOMPANIES ACT 2013
Particulars of loans guarantees and investments made by Company pursuant to Section186 of the Companies Act 2013 are given in the notes to the financial accounts and formspart of the Annual Report. The Company does not have any loans given guarantees given andinvestment made during the financial year.
POLICY RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES
Extracts of the Policy are given as under:
Appointment of Directors:
The appointments of Directors are recommended by the Nomination and RemunerationCommittee of the Company however all the appointments are subject to approval of Membersof the Company.
Remuneration to Directors and Key Managerial Personnel:
None of the directors are entitled to any Remuneration or any sitting fees howeverreimbursement of expenses is allowed wherever expense is made for Company related work.
Company Secretary of the Company is entitled to fixed remuneration which is fixed bythe Managing Director of the Company.
Discharge of Duties:
Directors and KMP are required to perform all the duties which are mentioned under theArticles and all other duties as may be prescribed by the Board of Directors of theCompany.
REPORT ON SEXUAL HARASSMENT
In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company had constituted an Internal Complaints Committee forprevention and redressal of complaints of sexual harassment against women. The Board afterdeliberations constituted a sexual harassment committee where the members of the Committeeshall be Ms. Neha Badlani who will chair the committee. It was also decided that Mr.Rohit Thorve and Mr. Rajesh Kapoor shall be Members of the Committee. During the financialyear the Company has received NIL compliant.
SIGNIFICANT AND/OR MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and/or material order was passed by any Regulator any Court in India orany Tribunal impacting the going concern status and the Company's operations in future.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith.
Your Directors takes opportunity to show gratitude towards the assistance andco-operation received from Shareholders Bankers and Regulatory Bodies.
For and on Behalf of the Board of Directors of
Regency Trust Limited
Date: May 24 2017